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M&A: PITFALLS FOR DIRECTORS

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October 18, 2012 7:30am - 9:30am

Sponsored by the Stanford Rock Center for Corporate Governance and the National Association of Corporate Directors, Silicon Valley Chapter, Inc (SVNACD).

7:30-8:00 a.m. Continental Breakfast
8:00-9:30 a.m. Program

M&A activity is on the rise, and recent decisions by the Delaware Chancery Court make the stakes for directors higher than ever. The businesspersons and lawyers on this panel will offer their insights about the life-cycle of a current M&A transaction from initial market check to consummation and then follow-up litigation, pointing out the all-too-frequent pitfalls for directors.

The Panel:

Randall J. Barron, partner at Robbins, Geller, Rudman & Dowd, specializes in securities litigation, corporate takeover litigation and breach of fiduciary duty actions. For more than a decade, Randall headed up a team of lawyers instrumental in shaping merger and acquisition and breach of fiduciary duty litigation throughout the country. He has been responsible for obtaining hundreds of millions of dollars in additional consideration for shareholders.

George Pavlov is general partner at Tallwood Venture Capital where he brings broad experience in venture capital, private equity, operations and technology. His ability to take a high-level business perspective helps him guide portfolio companies through complex decisions. George serves on the board of directors of Alphion Corp., Amulaire Thermal Technology, Astute Networks, Audience Inc., Calypto Design Systems, Crossing Automation Inc., Ikanos, Quintic Corporation and SVTC.

Michael Torpey is the chair of Orrick, Herrington & Sutcliffe's Securities Litigation Group. Michael specializes in litigation involving the Private Securities Litigation Reform Act of 1995, the Securities Act of 1933, the Securities Act of 1934, the Uniform Standards Act and proceedings initiated by the Securities Exchange Commission, the National Association of Securities Dealers and other self-regulatory organizations.

Moderator:

Rex Sherry has been a technology investment banker for the past 25 years. He currently is a senior advisor with ATREG, an advisory firm specializing in the sale of manufacturing assets and related businesses for global semiconductor companies. Throughout his career, he has been involved in meeting the needs of large and small technology growth companies in the areas of private placements, initial public offerings, secondary public offerings, debt and mergers and acquisitions. Rex has worked on more than 75 IPOs and 200 follow-on financings and has completed over $50 billion of M&A.